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As filed with the Securities and Exchange Commission on July 7, 1999.
Registration No. 33-43898
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WESTCORP
(Exact name of issuer as specified in its charter)
CALIFORNIA 51-0308535
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
23 PASTEUR 92618
IRVINE, CALIFORNIA (Zip Code)
(Address of Principal Executive Offices)
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AMENDED AND RESTATED
1991 STOCK OPTION PLAN
(Full title of the plan)
GUY DU BOSE, ESQ.
Vice President and General Counsel
WESTCORP
23 Pasteur
Irvine, California 92618
(Name and address of agent for service)
(949) 727-1044
(Telephone number, including area code,
of agent for service)
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Approximate date of commencement of the proposed sale pursuant to the Plan:
As soon after the effective date of Post-Effective
Amendment No. 2 to the Registration Statement as options granted
under the Plan are sought to be exercised.
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
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Common Stock,
$1.00 par value................ 3,000,000 $10.86 $32,583,375 $10,181.25(1)
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- --------
(1) Previously paid upon the filing of the original registration statement.
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Item 8
Exhibits
The exhibits filed as part of this Post-Effective Amendment No. 2 to the
Registration Statement are as follows:
Exhibit
Reference Number
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Amended and Restated 1991 Stock Option Plan 4.1
Opinion Regarding Legality of Securities 5.1
Power of Attorney 24
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Amendment No. 2 to Registration Statement to be signed on its
behalf by the undersigned thereto duly authorized, in the City of Irvine, State
of California, on July 6, 1999.
WESTCORP
By: /s/ JOY SCHAEFER
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Joy Schaefer
President
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Joy
Schaefer, Lee A. Whatcott and Guy Du Bose his or her true and lawful
attorney-in-fact and agent, with full powers of substitution, for him and in his
or her name, place and stead, in any and all capacities, to sign and to file any
and all amendments, including post-effective amendments to this Registration
Statement, with the Securities and Exchange Commission, granting to each of said
attorneys-in-fact full power and authority to perform any other act on behalf of
the undersigned required to be done in connection therewith.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 2 to the Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
Signature Title Date
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/s/ ERNEST S. RADY Director and Chairman
- -------------------------------- of the Board July 6, 1999
Ernest S. Rady (Principal Executive Officer)
/s/ JUDITH M. BARDWICK Director
- -------------------------------- July 6, 1999
Judith M. Bardwick
/s/ ROBERT T. BARNUM Director
- -------------------------------- July 6, 1999
Robert T. Barnum
/s/ STANLEY E. FOSTER Director
- -------------------------------- July 6, 1999
Stanley E. Foster
/s/ ROY HENDERSON Director
- -------------------------------- July 6, 1999
Roy Henderson
/s/ HOWARD C. REESE Director
- -------------------------------- July 6, 1999
Howard C. Reese
/s/ CHARLES E. SCRIBNER Director
- -------------------------------- July 6, 1999
Charles E. Scribner
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/s/ LEE A. WHATCOTT Senior Vice President and
- -------------------------------- Principal Financial Officer July 6, 1999
Lee A. Whatcott
/s/ MARK OLSON Vice President and
- -------------------------------- Controller July 6, 1999
Mark Olson